0000878467-08-000076 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Hong Kong) Limited
Sub-Advisory Agreement • December 29th, 2008 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT made this 9th day of September, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the "Sub-Advisor").

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AMENDED AND RESTATED SUB-RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • December 29th, 2008 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • December 29th, 2008 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM 19, Bermuda (hereinafter called the "Sub-Advisor"), and Fidelity Investments Japan Limited, a Japanese company with principal offices at Shiroyama JT Trust Tower, 3-1, Toranomon 4-chome, Minato-Ku, Tokyo, Japan, Japan (hereinafter called the "Japan Sub-Advisor").

AMENDED AND RESTATED MASTER INTERNATIONAL RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY
Master International Research Agreement • December 29th, 2008 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT made this 1st day of August 2007 by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • December 29th, 2008 • Fidelity Charles Street Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of May 15, 2008, by and between Fidelity Charles Street Trust, a Massachusetts business trust, on behalf of its series Fidelity Advisor Asset Manager 70% (Advisor Asset Manager 70%), and Fidelity Asset Manager 70% (Asset Manager 70%). Fidelity Charles Street Trust may be referred to herein as the "Trust." The Trust is a duly organized business trust under the laws of the Commonwealth of Massachusetts with its principal place of business at 82 Devonshire Street, Boston, Massachusetts 02109. Asset Manager 70% and Advisor Asset Manager 70% may be referred to herein collectively as the "Funds" or each individually as the "Fund."

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